Prospectus - Notowania

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RISK FACTORS
In order to cover any potential risks which might arise from the legal action taken
against the Company (not labour law or tax related or pertaining to debt recovery)
which is pending, as at September 30, 2009 the UniCredit Group has a provision for
risks and charges amounting to around €1.2 billion. However, it cannot be excluded
that this provision may not be sufficient to fully cover the charges and the requests for
compensation and refunds associated with the pending cases.
Consequently, it cannot be excluded that a possibly unfavourable outcome of these
proceedings may have negative effects on the balance sheet, income statement and/or
financial situation of the UniCredit Group.
A limited number of disputes also exist, associated with debt recovery proceedings;
these involve UniCredit Group companies which, on the basis of the above, could also
lead to negative effects on UniCredit Group’s situation.
Summary information is presented below with regard to, to the main proceedings
underway. Further information can be found in the First Section, Chapter 20,
Paragraph 20.8.
(a) Legal action brought against UniCredit, its Chief Executive Officer and the
Chief Executive Officer (CEO) of HVB (“Hedge Fund Claim”) and legal action
furthered by Verbraucherzentrale (“VzfK Claim”)
In July 2007, eight hedge funds (followed by minority shareholders of HVB),
filed a petition with the Munich Regional Court, aimed at obtaining the
compensation of damages allegedly suffered by HVB further to a number of
transactions regarding the transfer of shareholding and business activities of
HVB (after its inclusion within the UniCredit Group) to UniCredit or to other
UniCredit Group companies (and vice versa). Furthermore, it was maintained
that the costs for the reorganization of HVB should have been covered by
UniCredit.
The defendants called before the Court are UniCredit, its Chief Executive
Officer, Alessandro Profumo and the former CEO of HVB, Wolfgang Sprissler.
The plaintiffs requested the Court to: (i) order the defendants to pay, by way of
damage compensation, the sum of €17.35 billion plus interest; (ii) ascertain that
UniCredit be obliged to pay the minority shareholders of HVB a guaranteed
periodic dividend as from November 19, 2005 onwards.
The statements of defence of the defendants were filed at the Munich Regional
Court on February 25, 2008.
Furthermore, another minority shareholder of HVB, Verbraucherzentrale fur
Kapitalanleger (“Vzfk”) – already owner of a non-significant shareholding in the
company capital - started legal proceedings that were substantially similar
towards UniCredit, its CEO, Alessandro Profumo and the then CEO of HVB,
Wolfgang Sprissler (for an amount equal to €173,5 million plus interest) and the